2014-569-E IT - Exact Byte, Inc. for SM Archiving $3,192

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DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80 use the Website or the Service to access or use any content, information or material to which such person or entity does not have the necessary right or license, or otherwise knowingly violate, breach or infringe the intellectual property, contractual or other rights of any third party;or (iv) knowingly violate any applicable law, regulation, ordinance, contract, order or other agreement that is binding onsuch person or entity’s use of the Website or the Service or take any other action in violation of the Terms. (c)Reservation of Rights.Nothing herein shall be construed to convey any ownership or proprietary right or interest in the Website, Service, Software or Documentationor any other information or materials provided by Licensor to Licensee in connection with the Service, or any portion or copy thereof, to Licensee or any of its Representatives.As between the parties hereto, all intellectual property and proprietary rights in the Website, Service, Software and the Documentationshall remain the sole and exclusive property of Licensor.All inventions (including, without limitation, discoveries, concepts, ideas, know-how, improvements, derivative works and feedback, whether or not constituting protectable intellectual property and whether or not reduced to practice) arising out of Licensee’s use of the Website, Service or Software shall be and remain the sole property of Licensor and shall be subject to the terms of this Agreement. Accordingly, Licenseehereby covenants and agrees that it will assign and will cause its Representatives to assign, and upon the authorship, development orcreation of any such invention expressly and automatically does assign, all right, title and interest to any such invention to Licensor. Licensorreserves all rights not expressly granted to Licensee in this Agreement. 2.SUPPORT AND SERVICE . Licensor shall provide commercially reasonable support in connection with Licensee’s use of the Service including, without limitation, providing (i) initial deployment and integration support as mutually agreed by the partiesand (ii) phone and email access for Licensor inquiries pertaining to the Website, Service or Software during standard business hours (8:00am EST to 5:00pm EST, M-F except holidays) and responses to such inquiries within a commercially reasonable time period depending on the urgency or severity of the specific problem or request.Licensee and Licensor shall each provide a designated point of contact (i.e., a single person or small team of people) for all support and service inquires related to Licensee’s use of the Website, Service and/or Software and Licensor shall have no obligation to respond to support or service inquiries other than as submitted by such designated contact(s). 3.PAYMENTS .Licensee shall pay to Licensor the fees for the Software and for the Services, as Exhibit A set forth on hereto. All fees pursuant to this Agreement shall be invoiced by Licensor on a monthly basis in advance, except as otherwise set forth herein or therein. All fees shall be paid in U.S. dollars in immediately available funds and shall be made payable to Licensor. For the avoidance of doubt, Licensee’s failure to make any payment within 30 days of its receipt of an undisputed invoice from Licensor shall constitute a material breach of this Agreement. 4.TERMAND TERMINATION . (a)Term of Agreement.This Agreement is effective beginning on the EffectiveDate and continues for a period of 1 year, unless this Agreement is earlier terminated in accordance with this Section 4. (b)Termination.In the event of a material breach by either party that is not cured within 30 daysof receipt of written notice thereof from the other party, the non-breaching party may, by written notice to the breaching party, (i) terminate this Agreement; (ii) terminate or suspend -2- Confidential